exv10w2



 





Exhibit 10.2




AMENDMENT NO. 1




     THIS AMENDMENT No. 1 to that certain Employment Agreement dated as of the
15th day of March 2004, by and between CSX Corporation (the “Company”) and Tony
L. Ingram (the “Executive”) is entered into this 13th day of December 2004.



     NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:



     1. Section 14 of the Employment Agreement is hereby deleted and replaced
in its entirety by the following:



          14. WAIVER AND RELEASE WITH RESPECT TO PRIOR AGREEMENTS. In exchange for
the compensation and benefits promised herein, in the event of a Termination of
Employment, pursuant to section 5, the Executive hereby waives and releases the
Company and its affiliates from any and all claims he ever had or may have
arising from or in connection with Sections 6(a), (b), and (c), of the letter
agreement dated March 15, 2004, as the same may be amended to the date hereof
(“Prior Agreement”), between the Company and the Executive and the Executive
acknowledges that in the event of a Termination of Employment, pursuant to
section 5, this Agreement supersedes and renders null and void in all respects
Sections 6(a), (b), and (c) of the Prior Agreement. A copy of the Prior
Agreement is attached hereto as Exhibit “A”.



     IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 on the
date first above written.



	 	 	 
	

	 	/s/ Tony L. Ingram
	

	 	

	

	 	Tony L. Ingram
	 
	 	 
	

	 	CSX CORPORATION
	 
	 	 
	

	 	/s/ Ellen M. Fitzsimmons
	

	 	

	

	 	By: Ellen M. Fitzsimmons
	

	 	Its: Senior Vice President







 









 






EXHIBIT A




PRIOR AGREEMENT




 









 








			
	
	 	500 Water St.

C900

Jacksonville, FL 32202

(904) 366-5603

Fax (904) 359-1859







  Robert J. Haulter

Senior Vice President – Human Resources



March 15, 2004




Mr. Tony L. Ingram

Three Commericial Place

Norfolk, VA 23510-9241



Dear Tony:




     To confirm our discussion, I am pleased to offer you the position of
Executive Vice President and Chief Operating Officer of CSX Transportation,
Inc. (“CSXT”) reporting to Michael J. Ward. All of us involved in discussions
with you believe you will be a valuable addition to the CSXT management team.



     The following is a summary of the principal elements of our offer to you:



	 	 	 	 	 
	Annual Base Salary
	 	$	450,000	 
	Target Annual Bonus Opportunity (90%)
	 	$	405,000	 
	Signing Bonus
	 	$	250,000	 
	Signing Restricted Stock Grant
	 	 	25,000 	shares







     The sign-on bonus will be payable as soon as reasonably practicable after
your Employment Date (defined as your first day of employment with CSXT). The
Restricted Stock Grant will vest in four years: 5,000 shares each on the
first, second and third anniversary dates of your Employment Date and 10,000
shares on the fourth anniversary Employment Date.



     Additional details are:




	1.	 	The Compensation Committee of the Board of Directors of CSX
Corporation (the “Compensation Committee”), has approved your
eligibility to participate in the 2004/2005 Long-Term Incentive
Program under which any award payable would be paid in 2006. Your
grant under this program is 90,000 units.
	 
	2.	 	To assist you in your move to Jacksonville, Florida, CSX
Corporation (hereinafter referred to as “CSX”) will provide you with
a full relocation program including movement of household goods and
a home purchase program. A copy of our relocation program is
included as Attachment A. Please contact Steve Frey, Director –
Executive Recruiting, to assist you in the relocation process. His
phone number is 904/359-2479. Attachment B will cover our agreement
on loss on home sale.




 









 






	3.	 	You will be eligible to participate in the CSX Perquisite
Program, included in Attachment C.
	 
	4.	 	You will be offered an employment agreement that would
provide you with certain benefits in the event of a change of
control of CSX (the “Employment Agreement”). Your agreement would
mirror that of your peer CSX executives. A copy of this agreement
is Attachment D.
	 
	5.	 	After the termination of your employment for any reason other
than Cause (as defined below), the Compensation Committee has
approved your eligibility to receive a nonqualified pension benefit
under the Special Retirement Plan of CSX Corporation and Affiliated
Corporations to be calculated as follows:






	(a)	 	Credited Service for purposes of eligibility
and benefit accrual (but not for purposes of determining
Average Compensation) shall include all months of service
with Norfolk Southern Corporation or its affiliates (“NS”)
and CSX. You will obtain written confirmation of your months
of service with NS as soon as reasonably practicable after
your Employment Date.
	 
	(b)	 	The Special Retirement Plan benefit shall be
calculated pursuant to Article IV of the CSX Pension Plan.
You may defer commencement of your benefit payments until you
attain age 60, at which time, in accordance with the terms of
the Special Retirement Plan, there would be no reduction for
early commencement.
	 
	(c)	 	For purposes of determining the accrued
benefit, Compensation will be determined in accordance with
Section 1.15 of the CSX Pension Plan and Average Compensation
will be determined in accordance with Section 1.10 of the CSX
Pension Plan.
	 
	(d)	 	Your monthly benefit under the Special
Retirement Plan shall be offset by (1) the amount of monthly
pension benefit (both qualified and nonqualified) that you
receive from NS; (2) any monthly benefit you receive under
the CSX Pension Plan (unless you elect to receive such
benefit in the form of a lump sum), and (3) a portion of any
monthly benefits you receive under the Federal Railroad
Retirement Act or the Social Security Act when you become
eligible for them in accordance with the provisions of
Article IV of the CSX Pension Plan. You represent that you
will elect to commence your pension benefits (both qualified
and nonqualified) from the NS plans either prior to or at the
same time that you elect to commence such benefits under the
CSX plans.





 









 







	6.	 	You will be offered the following benefits if CSX terminates
your employment (including a “Constructive Termination” as defined
below) other than as a result of Cause or Disability (as defined
below), or if you terminate your employment for “Good Reason” (as
defined below).






	(a)	 	If such termination occurs within two (2) years
of your Employment Date as defined above, CSX will pay you a
lump sum severance benefit, within thirty (30) days after the
date of termination, equal to two times the sum of (1) your
Annual Base Salary at the time of termination and (2) your
target Annual Bonus. Furthermore, following the end of the
year of termination, CSX will determine the amount of the
Annual Bonus to which you would actually have been entitled
had your employment not terminated, and if that amount
exceeds your target Annual Bonus for that year, CSX will pay
you an additional amount equal to two times such excess. In
addition, to the extent any of your restricted stock granted
at the commencement of your employment has not vested, such
shares will vest immediately as of the date of termination.
	 
	(b)	 	If such termination occurs more than two (2)
but less than five (5) years after your Employment Date, CSX
will pay you a lump sum severance benefit, within thirty (30)
days after the date of termination, equal to two times your
Annual Base Salary at the time of termination. In addition,
to the extent any of your restricted stock granted at the
commencement of your employment has not vested, such shares
will vest immediately as of the date of termination.
	 
	(c)	 	If such termination occurs more than five years
after your Employment Date, CSX will pay you a lump sum
severance benefit, within thirty (30) days after the date of
termination, equal to your Annual Base Salary at the time of
termination.
	 
	(d)	 	The preceding sections 6(a), (b) and (c) will
not apply in the event of any termination of employment that
occurs during the Employment Period (as defined in the
attached Employment Agreement), which will be governed
exclusively by that agreement. With respect to the bonus
calculations described in the preceding three paragraphs, no
reduction or enhancement will be made for individual
performance. The payments described in the preceding three
paragraphs will be made in lieu of any severance or other
benefit to which you might otherwise be entitled under any
severance plan, program or policy of CSX and its affiliates,
and you will be required to sign a waiver and release in
order to receive them.




 









 






	 	 	For these purposes,






	(i)	 	“Cause” means (a) your willful
and continued failure substantially to perform your
duties as an employee of CSX (other than as a result
of physical or mental illness or injury) after a
written demand for substantial performance has been
delivered to you by CSX; (b) your willful engagement
in illegal conduct or gross misconduct which is
materially and demonstrably injurious to CSX, provided
that for purposes of this provision, no act or failure
to act shall be considered “willful” unless it is done
or omitted to be done by you in bad faith or without
reasonable belief that your action or omission was in
the best interests of CSX; or (c) the determination by
the Board of Directors of CSX that you have violated
the CSX Code of Ethics, after you have had an
opportunity to present any documents or other evidence
that you deem necessary at a hearing at which you and
your counsel may be present.
	 
	(ii)	 	(ii) “Disability” means you are
unable to engage in any type of gainful employment for
which you are reasonably suited by education, training
and experience, in accordance with the definition
under the CSX Corporation Salary Continuance and
Long-Term Disability Plan;
	 
	(iii)	 	(iii) “Constructive Termination”
means (a) a material diminution of your duties or
responsibilities as Executive Vice President and Chief
Operating Officer, including your ceasing to report to
the Chief Executive Officer of CSX, but excluding for
this purpose an isolated, insubstantial and
inadvertent action not taken in bad faith and which is
remedied by CSX promptly after receipt of written
notice thereof given by you; (b) a reduction in your
Annual Base Salary, target Annual Bonus or incentive
compensation under the 2004/2005 Long-Term Incentive
Program or subsequent incentive programs, employee
benefits or perquisites, unless your peer executives
suffer a comparable reduction; and
	 
	(iv)	 	“Good Reason” means (a) a
material diminution of your duties or responsibilities
as Executive Vice President and Chief Operating
Officer, including your ceasing to report to the Chief
Executive Officer of CSX, but excluding for this
purpose an isolated, insubstantial and inadvertent
action not taken in bad faith and which is remedied by
CSX promptly after receipt of written notice thereof
given by you; (b) the failure by CSX to comply with
the provisions of this




 









 






	 	 	Agreement with respect to the amount of your Annual
Base Salary, target Annual Bonus, or incentive
compensation under the 2004/2005 Long-Term Incentive
Program or subsequent incentive programs, unless such
failure is remedied by CSX promptly after receipt of
written notice thereof given by you; or (c) a
direction by CSX to act in a manner which would cause
you to be in breach of your confidentiality and
non-solicitation agreement dated [date] with NS,
unless such direction is rescinded promptly after
receipt of written notice thereof given by you.






	7.	 	CSX will assist you in the selection of counsel and pay in
advance all your expenses (including counsel fees, expert witness
fees, costs of investigation, litigation and appeal and the like),
incurred in defending any civil action by NS against you which
claims a breach of your confidentiality and non-solicitation
agreement dated [date] with NS; provided, however, that if you are
adjudicated by a court of competent jurisdiction after exhaustion of
all of your appeal rights, to have deliberately and materially
breached such agreement, you will repay CSX Corporation such
expenses.





Tony, I am pleased to offer you this position and look forward to your
affirmative response. Please call me with any issues or questions.




	 	 	 
	

	 	Sincerely,
	 
	 	 
	

	 	/s/ Robert J. Haulter
	 
	 	 
	

	 	Robert J. Haulter
	 
	 	 
	cc: Michael J. Ward
	 	 
	 
	 	 
	Enclosures
	 	 







	 	 	 	 
	/s/ Tony L. Ingram
	3-12-04
	 
	



	Accepted 
 
 
 
 
 
 
 
 
 

	Date